MKH Annual Report 2019

048 A N N U A L R E P O R T 2 0 1 9 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) 3. Separation of Position of Chairman and Chief Executive Officer (“CEO”) The roles and responsibilities of CEO in the Company is assumed by the Managing Director (“MD”). There is a clear division of responsibilities to ensure a balance of authority and power as the roles of the Chairman and the Managing Director are held by two different individuals. The responsibilities of the Chairman and the MD are set out in the Board Charter. The MD is responsible for the development and implementation of the Board policies and business direction, formulating business strategies for the Group’s business operation based on effective risk management controls and overseeing and managing the day-to-day operation of the Group, including defining the limits of Management’s responsibilities. 4. Qualified and Competent Company Secretary The Board is supported by a qualified and competent Company Secretary in carrying out its roles and responsibilities and ensuring that Board meeting procedures are followed. The Board has direct access to the professional advice and services of the Company Secretary especially relating to procedural and regulatory requirements such as company and securities laws and regulations, governance matters and MMLR of Bursa Securities. The profile of the Company Secretary is provided on page 46. The Company Secretary attends the Board Meetings and Board Committees’ meetings to ensure that all deliberation of issues discussed and decisions/conclusions made are recorded accurately. The Company Secretary also facilitates timely communication of decisions made by the Board at Board Meetings to the Senior Management team for action and work closely with the Senior Management team to ensure that there are timely and appropriate information flow within and to the Board and Board Committees and between the Non-Executive Directors and the management. The Company Secretary constantly keep himself abreast with the latest regulatory changes and/or development in corporate governance by attending the necessary trainings, conferences, seminars and/or workshops to ensure effective discharge of his advisory role to the Board. 5. Access to Information and Advice The Board have access to all information within the Company on matters requiring information for deliberation. The Board may seek independent professional advice, at the Company’s expense, if required in furtherance of their duties. The Notice of Board meeting and the Board papers (non-financial meeting materials) are circulated at least seven (7) days prior to the meeting whilst the financial meeting materials are circulated at least three (3) days prior to the meeting. The Board papers are issued in advance thus given sufficient time for the Board members to peruse the matters that will be tabled at the Board meeting and this enhances the overall decision-making process. The MD, Chief Financial Officer and Group Company Secretary would lead the presentation of board papers and provide comprehensive explanations of business plans, business performance, corporate proposals (if any), progress reports on operations in relation to the risk management and other pertinent issues.